HIPPO HOLDINGS INC. – 10-Q – MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS – InsuranceNewsNet

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Unless the context otherwise requires, references in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations" to
"we," "our," "Hippo" and "the Company" refer to the business and operations of
Hippo Enterprises Inc. and its consolidated subsidiaries prior to the Business
Combination and to Hippo Holdings Inc. and its consolidated subsidiaries
following the consummation of the Business Combination. You should read the
following discussion of our financial condition and results of operations in
conjunction with our condensed consolidated financial statements and the related
notes included elsewhere in this Quarterly Report on Form 10-Q and with our
audited consolidated financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2021, as filed with the Securities and
Exchange Commission.

Insight

Hippo is a different kind of home protection company, built from the ground up
to provide a standard of care and protection for homeowners. Our goal is to make
homes safer and better protected so that customers spend less time worrying
about the burdens of homeownership and more time enjoying their homes and the
life within. Harnessing real-time data, smart home technology, and a growing
suite of home services, we have created an integrated home protection platform.

The home insurance industry has long been defined by incumbents that we believe
deliver a passive, high- friction experience to policyholders. We view these
incumbents as constrained by outdated captive-agent distribution models, legacy
technology, and strong incentives not to disrupt their businesses. Accordingly,
the industry has not seen meaningful innovation in decades. We believe this
results in a flawed customer experience that creates a transactional,
adversarial relationship-one that pits insurance companies and their
"policyholders" against each other in a zero-sum game. The outcome of this
misalignment is an experience that is out of touch with the needs of modern
homeowners.

As a digital-first, customer-centric company, we offer an improved customer
value proposition and are well-positioned to succeed in this growing market. By
making our policies fast and easy to buy, designing coverages around the needs
of modern homeowners, and offering a proactive, white-glove claims experience,
we have created an active partnership with our customers to better protect their
homes, which saves our customers money and is expected to deliver a better
economic outcome for Hippo.

Beyond a core insurance experience that is simple, intuitive, and human, we
focus our resources on Hippo's true promise: better outcomes for homeowners.
Through our unique Smart Home program, customers may detect and address water,
fire, and other issues before they become major losses. And we help our
customers maintain their homes with on-demand maintenance advice and access to
home check-ups designed to reduce the probability of future losses. In short, we
have created an integrated home protection platform, which offers a growing
suite of proactive features designed to prevent loss and provide greater peace
of mind.

Our partnership with our customers is designed to create a virtuous cycle. By
making homes safer, we help deliver better risk outcomes and increase customer
loyalty, which improves our unit economics and customer lifetime value ("LTV").
This enables us to invest in expanding our product offering, customer value
proposition, and marketing programs, which help attract more customers to the
Hippo family. This growth generates more data and insights to fuel further
innovation in our product experience and improved underwriting precision. The
result is even safer homes and more loyal customers. We believe this virtuous
cycle, combined with our significant existing scale, deep partnerships, and
compelling unit economics, will propel Hippo to become a trusted household name
synonymous with home protection.


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Our Asset-Light Capital model and our reinsurance

We have historically pursued an asset-light capital strategy to support the
growth of our business. We generally retain only as much risk on our balance
sheet as is necessary to secure attractive terms from the reinsurers who bear
the risk of the policies we sell. Those reinsurers usually insist that insurance
companies like ours retain some risk to ensure alignment of interests.

This strategy also helps support our growth: third party reinsurance helps
decrease the statutory capital required to support new business growth. As a
result, we expect to be able to grow at an accelerated pace with lower capital
investments upfront than we would otherwise require. We have a successful track
record of securing the appropriate reinsurance coverage with strong reinsurance
carriers, providing a solid foundation for a long-term, sustainable model.

Reinsurance

Proportional Reinsurance Treaties – Hippo

For our primary homeowners reinsurance treaty commencing in 2022, we secured
quota share reinsurance from a diverse panel of eleven third-party reinsurers.
All reinsurers are either rated "A-" Excellent or better by AM Best, or are
collateralized. We retain approximately 10% of the premium through our insurance
company subsidiaries, including our captive reinsurance company, RHS.
Additionally, the reinsurance contracts are subject to variable commission
adjustments and loss participation features, including loss ratio caps and loss
corridors, which align our interests with those of our reinsurers. Similar to
the prior year, we saw increased use of loss participation features in the 2022
reinsurance agreements, which may increase the amount of risk retained by our
insurance company subsidiaries in excess of our pro rata participation. We also
seek to further reduce our risk retention through purchases of non-proportional
reinsurance described below in the section titled "Non-Proportional
Reinsurance."

Non-proportional reinsurance – Hippo

We also buy non-proportional XOL reinsurance. Through the Company
subsidiaries of insurance companies, the Company is exposed to the risk of
catastrophic events that could occur on the risks arising from the policies
subscribed by the Company.

Other reinsurance

Spinnaker purchases reinsurance for programs written by MGAs other than Hippo.
The reinsurance treaties are a mix of proportional and XOL in which
approximately 75% to 100% of the risk is ceded. The reinsurance contracts
continue to be subject to variable commission adjustments and loss participation
features, including loss caps, and may increase the amount of risk retained by
the Company in excess of our pro-rata participation. Such provisions are
recognized in the period based on the experience to date under the agreement.

Spinnaker also purchases a corporate catastrophe XOL program that sits above the
reinsurance programs protecting the business written by Hippo as well as the
other MGAs. This treaty has a floating retention and attaches at the exhaustion
point of the underlying programs' specific reinsurance. This program provides
protection to the Company from catastrophes that could impact a large number of
insurance policies underwritten by the Company or other MGAs. We buy XOL so that
the probability of losses from a single occurrence exceeding the protection
purchased is no more than 0.4%, or equivalent to a 1 in 250 year return period.
This reinsurance protects us from all but the most severe catastrophic events.
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Key Factors and Trends Affecting Our Results of Operations

Our financial condition and results of operations have been and will continue to be
be, affected by a number of factors, including our ability to:

• attract new customers,

• customer loyalty,

• expand nationally through United States,

• increase commission income and bonuses through cross-selling to existing customers, and

•Manage risk.

For more information on these factors, see our Annual Report on Form 10-K for
the year has ended December 31, 2021.

Our financial condition and results of operations have also been, and will
continue to be, affected by seasonal patterns in both our rate of customer
acquisition and the incurrence of claims losses. Based on historical experience,
existing and potential customers move more frequently during the summer months
of the year, compared to the rest of the calendar year. As a result, we may see
greater demand for new or expanded insurance coverage, and increased engagement
resulting in proportionately more growth during the third quarter. We expect
that as we grow, expand geographically, and launch new products, the impact of
seasonal variability on our rate of growth may decrease.

Additionally, seasonal weather patterns impact the level and amount of claims we
receive. These patterns include hurricanes, wildfires, and coastal storms in the
fall, cold weather patterns and changing home heating needs in the winter, and
tornados and hailstorms in the spring and summer. The mix of geographic exposure
and products within our customer base impacts our exposure to these weather
patterns, and as we diversify our base of premium such that our exposure more
closely resembles the industry exposure, we should see the impact of these
events on our business more closely resemble the impact on the broader industry.

presentation basis

The accompanying consolidated financial statements have been prepared in
in accordance with GAAP as determined by the Financial Accounting Standards Board
(“FASB”), Accounting Standards Codification (“ASC”), and in accordance with
regulations of the SECOND.

Components of operating results

Revenue

Gross written premium

Gross written premium is the amount received or to be received for insurance
policies written or assumed by us and our affiliates as a carrier, without
reduction for policy acquisition costs, reinsurance costs, or other deductions.
In addition, gross written premium includes amounts received from our
participation in our own reinsurance treaty. The volume of our gross written
premium in any given period is generally influenced by:

• Submissions of new companies;

•Link new business submissions in policies;

•Linked policies come into effect;

•Renewals of existing policies; and

• Average size and premium rate of linked policies.

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Ceded written premium

Ceded written premium is the amount of gross written premium written or assumed
by us and our affiliates as a carrier that we cede to reinsurers. We enter into
reinsurance contracts to limit our exposure to losses, as well as to provide
additional capacity for growth. Ceded written premium is treated as a reduction
from gross written premium written during a specific period of time over the
reinsurance contract period in proportion to the period of risk covered. The
volume of our ceded written premium is impacted by the level of our gross
written premium and decisions we make to increase or decrease retention levels.

Net Earned Premium

Net earned premium represents the earned portion of our gross written premium
for insurance policies written or assumed by us and less ceded written premium
(any portion of our gross written premium that is ceded to third-party
reinsurers under our reinsurance agreements). We earn written premiums on a
pro-rata basis over the term of the policies.

Commission income, net includes:

a.MGA Commission: We operate as an MGA for multiple insurers. We design and
underwrite insurance products on behalf of the insurers culminating in the sale
of insurance policies. We earn recurring commission and policy fees associated
with the policies we sell. While we have underwriting authority and
responsibility for administering claims (see Claim Processing Fee below), we
take a proportional risk associated with policies written on third-party
carriers. Rather, we work with affiliated and unaffiliated carrier platforms and
a diversified panel of highly rated reinsurance companies who pay us commission
in exchange for the opportunity to take that risk on their balance sheets. Our
performance obligation associated with these contracts is the placement of the
policy, which is met on the effective date. Upon issuance of a new policy, we
charge policy fees and inspection fees (see Service and Fee Income below),
retain our share of commission, and remit the balance premium to the respective
insurers. Subsequent commission adjustments arising from policy changes such as
endorsements are recognized when the adjustments can be reasonably estimated.

The MGA commission is subject to adjustments, higher or lower (commonly referred
to as "commission slide"), depending on the underwriting performance of the
policies placed by us. We are required to return a portion of our MGA commission
due to commission slide on the policies placed as an MGA if the underwriting
performance varies due to higher Hippo programs' loss ratio from provisional
performance of the Hippo programs' loss ratio. We also return a portion of our
MGA commission if the policies are cancelled before the term of the policy.
Accordingly, we reserve for commission slide using estimated Hippo programs'
loss ratio performance, or a cancellation reserve as a reduction of revenue for
each period presented in our statement of operations and comprehensive loss.

b.Agency Commission: We also operate licensed insurance agencies that are
engaged solely in the sale of policies, including non-Hippo policies. For these
policies, we earn a recurring agency commission from the carriers whose policies
we sell, which is recorded in the commission income, net line on our statements
of operations and comprehensive loss. Similar to the MGA businesses, the
performance obligation from the agency contracts is placement of the insurance
policies.

For both MGA and insurance agency activities, we recognize commission received
from insurers for the sale of insurance contracts as revenue at a point in time
on the policy effective dates. Cash received in advance of policy effective
dates is recorded on the consolidated balance sheets, representing our portion
of commission and premium due to insurers and reinsurers, and hold this cash in
trust for the benefit of the insurers and reinsurers as fiduciary liabilities.

c.Ceding Commission: We receive commission based on the premium we cede to
third-party reinsurers for the reimbursement for our acquisition and
underwriting services. Excess ceding commission over the cost of acquisition is
included in the commission income, net line on our statements of operations and
comprehensive loss. For the policies that we write on our own carrier as MGA, we
recognize this commission as ceding commission on the statement of operations
and comprehensive loss. We earn
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commission on reinsurance premium ceded in a manner consistent with the
recognition of the earned premium on the underlying insurance policies, on a
pro-rata basis over the terms of the policies reinsured. We record the portion
of ceding commission income, which represents reimbursement of successful direct
acquisition costs related to the underlying policies as an offset to the
applicable direct acquisition costs.

d.Carrier Fronting Fees: Through our insurance-as-a-service business, we earn
recurring fees from the MGA programs we support. We earn fronting fees in a
manner consistent with the recognition of the earned premium on the underlying
insurance policies, on a pro-rata basis over the terms of the policies. This
revenue is included in the commission income, net line on our statements of
operations and comprehensive loss.

e.Claim Processing Fees: As an MGA, we receive a fee that is calculated as a
percent of the premium from the insurers in exchange for providing claims
adjudication services. The claims adjudication services are provided over the
term of the policy and recognized ratably over the same period. This revenue is
included in the commission income, net line on our statements of operations and
comprehensive loss.

Service and Fee Income

Service and fee income mainly represents policy fees and other revenue. We
directly bill policyholders for policy fees and collect and retain fees per the
terms of the contracts between us and our insurers. Similar to the commission
revenue, we estimate a cancellation reserve for policy fees using historical
information. The performance obligation associated with these fees is satisfied
at a point in time upon completion of the underwriting process, which is the
policy effective date. Accordingly, we recognize all fees as revenue on the
policy effective date.

Net investment income

Net investment income represents interest earned from fixed maturity securities,
short-term investments and other investments, and the gains or losses from the
sale of investments. Our cash and invested assets primarily consist of
fixed-maturity securities, and may also include cash and cash equivalents,
equity securities, and short-term investments. The principal factors that
influence net investment income are the size of our investment portfolio and the
yield on that portfolio. As measured by amortized cost (which excludes changes
in fair value, such as changes in interest rates), the size of our investment
portfolio is mainly a function of our invested equity capital along with premium
we receive from our customers less payments on customer claims.

Net investment income also includes an insignificant amount of net realized
gains (losses) on investments, which are a function of the difference between
the amount received by us on the sale of a security and the security's amortized
cost, as well as any allowances for credit losses recognized in earnings, if
any.

Expenses

Claims and claims adjustment expenses

Loss and loss adjustment expenses represent the costs incurred for losses net of
amounts ceded to reinsurers. We enter into reinsurance contracts to limit our
exposure to potential losses as well as to provide additional capacity for
growth. The expenses are a function of the size and term of the insurance
policies and the loss experience and loss participation features associated with
the underlying risks. Loss and LAE are based on actuarial assumptions and
management judgements, including losses incurred during the period and changes
in estimates from prior periods. Loss and LAE also include employee compensation
(including stock-based compensation and benefits) of our claims processing
teams, as well as allocated occupancy costs and related overhead based on
headcount.

Insurance expenses

Insurance related expenses primarily consist of amortization of direct
acquisition commission costs and premium taxes incurred on the successful
acquisition of business written on a direct basis and credit card processing
fees not charged to our customers. Insurance related expenses also include
employee compensation (including stock-based compensation and benefits) of our
underwriting teams, as well as allocated occupancy costs and related
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overhead based on headcount. Insurance related expenses are offset by a portion
of ceding commission income, which represents reimbursement of successful
acquisition costs related to the underlying policies. Additionally, insurance
related expenses include the costs of providing bound policies and delivering
claims services to our customers. These costs include underwriting technology
service costs including software, data services used for performing
underwriting, and third-party call center costs in addition to personnel-related
costs.

Technology and Development

Technology and development expenses primarily consist of employee compensation
(including stock-based compensation and benefits) for our technology staff,
which includes technology development, infrastructure support, actuarial, and
third-party services. Technology and development also include allocated facility
costs and related overhead based on headcount.

We expense development costs as incurred, except for costs related to
software development projects for internal use, capitalized and
subsequently amortized over the expected useful life of the
Software. We expect our technology and development costs to increase to
for the foreseeable future as we continue to invest in research and development
activities to achieve our technology development roadmap.

Sales and Marketing

Sales and marketing expenses primarily consist of sales commission, advertising
costs, and marketing expenditures, as well as employee compensation (including
stock-based compensation and benefits) for employees engaged in sales,
marketing, data analytics, and customer acquisition. Sales and marketing also
include allocated facility costs and related overhead based on headcount.

We plan to continue to invest in sales and marketing to attract and acquire new
customers and to increase our brand awareness. We expect that our sales and
marketing expenses will increase over time as we continue to hire additional
personnel to scale our business, increase commission payments to our producers
and partners as a result of our premium growth, and invest in developing a
nationally-recognized brand. We expect that sales and marketing costs will
increase in absolute dollars in future periods and vary from period-to-period as
a percentage of revenue in the near-term. We expect that-in the long-term-our
sales and marketing costs will decrease as a percentage of revenue as we
continue to drive customer acquisition efficiencies and as the proportion of
renewals to our total business increases.

General and administrative

General and administrative expenses primarily consist of employee compensation
(including stock-based compensation and benefits) for our finance, human
resources, legal, and general management functions, as well as facilities,
insurance, and professional services. We expect our general and administrative
expenses to increase for the foreseeable future as we scale headcount with the
growth of our business, and as a result of operating as a public company,
including compliance with the rules and regulations of the SEC and other
regulatory bodies, legal, audit, additional insurance expenses, investor
relations activities, and other administrative and professional services.

Interest and other (income) expenses

Interest and other (income) expense after the Business Combination in August
2021 primarily consists of fair value adjustments on outstanding warrants. Prior
to the Business Combination interest and other (income) expense primarily
consisted of interest expense incurred for convertible promissory notes, fair
value adjustments on preferred stock warrant liabilities, and fair value
adjustments on the embedded derivative on our convertible promissory notes.

Income taxes

We record income taxes using the asset and liability method. Under this method,
we record deferred income tax assets and liabilities based on the estimated
future tax effects of differences between the financial statement and income tax
basis of existing assets and liabilities. We measure these differences using the
enacted statutory tax rates that are expected to apply to taxable income for the
years in which differences are expected to reverse. We recognize the effect on
deferred income taxes of a change in tax rates in income in the period that
includes the enactment date.
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We record a valuation allowance to reduce deferred tax assets and liabilities to
the net amount that we believe is more likely than not to be realized. We
consider all available evidence, both positive and negative, including
historical levels of income, expectations, and risks associated with estimates
of future taxable income and ongoing tax planning strategies in assessing the
need for a valuation allowance.

Key Operating and Financial Metrics and Non-GAAP Measures

We regularly review the following key operational and financial metrics to
to evaluate our business, measure our performance, identify trends in our
business, prepare financial projections and make strategic decisions.

The non-GAAP financial measures below have not been calculated in accordance
with GAAP and should be considered in addition to results prepared in accordance
with GAAP and should not be considered as a substitute for, or superior to, GAAP
results. In addition, Adjusted EBITDA should not be construed as an indicator of
our operating performance, liquidity, or cash flows generated by operating,
investing, and financing activities, as there may be significant factors or
trends that it fails to address. We caution investors that non-GAAP financial
information-by its nature-departs from traditional accounting conventions.
Therefore, its use can make it difficult to compare our current results with our
results from other reporting periods and with the results of other companies.

Our management uses non-GAAP financial measures, in conjunction with GAAP
financial measures, as an integral part of managing our business and to, among
other things: (i) monitor and evaluate the performance of our business
operations and financial performance; (ii) facilitate internal comparisons of
the historical operating performance of our business operations; (iii) review
and assess the operating performance of our management team; (iv) analyze and
evaluate financial and strategic planning decisions regarding future operating
investments; and (v) plan for and prepare future annual operating budgets and
determine appropriate levels of operating investments.

                                             Three Months Ended            Six Months Ended
                                                  June 30,                     June 30,
                                             2022           2021          2022          2021
                                                            ($ in millions)
        Total Generated Premium          $   204.1       $ 158.7       $ 357.8       $ 281.9
        Total Revenue                         28.7          20.9          53.2          37.9
        Net Loss attributable to Hippo       (73.5)        (84.5)       (141.1)       (279.8)
        Adjusted EBITDA                      (55.8)        (42.3)       (104.3)        (78.0)
        Gross Loss Ratio                        78  %        161  %         77  %        177  %


Total Generated Premium

We define Total Generated Premium as the aggregate written premium placed across
all of our business platforms for the period presented. We measure Total
Generated Premium as it reflects the volume of our business irrespective of
choices related to how we structure our reinsurance treaties, the amount of risk
we retain on our own balance sheet, or the amount of business written in our
capacity as an MGA, agency, or as an insurance carrier/reinsurer. We calculate
Total Generated Premium as the sum of:

i) Gross Written Premium (“GWP”) – a GAAP measure defined above; and

ii)Gross placed premium-premium of policies placed with third-party insurance
companies, for which we do not retain insurance risk and for which we earn a
commission payment, and policy fees charged by us to the policyholders on the
effective date of the policy.

Our Total Generated Premium for the three months ended June 30, 2022 grew 29%
year-over-year to $204.1 million from $158.7 million for the three months ended
June 30, 2021. The growth was driven primarily by growth across channels in
existing states, expansion into new states, expansion of our independent agent
network,
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launch of new strategic partnerships, maintaining solid premium retention
levels, achieving planned premium rate increases, and growth of non-Hippo
written premium supported by our insurance company, Spinnaker. As of June 30,
2022, we were selling policies in 40 states as compared to 37 states as of June
30, 2021.

Our Total Generated Premium for the six months ended June 30, 2022 grew 27%
year-over-year to $357.8 million from $281.9 million for the six months ended
June 30, 2021. The growth was driven primarily by growth across channels in
existing states, expansion into new states, expansion of our independent agent
network, launch of new strategic partnerships, maintaining solid premium
retention levels, achieving planned premium rate increases, and growth of
non-Hippo written premium supported by our insurance company, Spinnaker.

The following table presents Total Generated Premium for the periods presented
(in millions):

                                           Three Months Ended June 30,                                 Six Months Ended June 30,
                                     2022               2021             Change                2022                 2021             Change
Gross Written Premium           $     161.8          $  128.6          $   33.2          $    278.9              $  227.7          $   51.2
Gross Placed Premium                   42.3              30.1              12.2                78.9                  54.2              24.7
Total Generated Premium         $     204.1          $  158.7          $   45.4          $    357.8              $  281.9          $   75.9


Total Revenue

For the three months ended June 30, 2022, total revenue was $28.7 million, an
increase of $7.8 million compared to $20.9 million for the three months ended
June 30, 2021. This increase was primarily driven by an increase in commission
income, net, of $6.4 million. The increases in net earned premium was partially
offset by additional catastrophe XOL coverages that were placed in the second
quarter of 2022, which is recognized over the XOL term, in connection with
certain quota share reinsurance contracts that provide an allowance for the
Company to purchase XOL, which is recognized over the term of the underlying
policies in place.

For the six months ended June 30, 2022, total revenue was $53.2 million, an
increase of $15.3 million compared to $37.9 million for the six months ended
June 30, 2021. This increase was primarily driven by an increase in commission
income, net, of $12.8 million. The increases in net earned premium was partially
offset by additional catastrophe XOL coverages that were placed in the first and
second quarter of 2022, which is recognized over the XOL term, in connection
with certain quota share reinsurance contracts that provide an allowance for the
Company to purchase XOL, which is recognized over the term of the underlying
policies in place.

Net loss attributable to Hippo

Net loss attributable to Hippo is calculated in accordance with GAAP as total
revenues minus total expenses and taxes and net of net income attributable to
non-controlling interest, net of tax.

For the three months ended June 30, 2022, net loss attributable to Hippo was
$73.5 million, a decrease of $11.0 million compared to $84.5 million for the
three months ended June 30, 2021. This was primarily driven by a decrease in
other (income) expense of $36.3 million. In the three months ended June 30,
2021, we recorded fair value losses on preferred stock warrants and derivative
liability on our convertible promissory notes of $24.7 million and interest
expense of $11.3 million on the convertible promissory notes. These instruments
were settled in the third quarter of 2021. The decrease was also due an increase
in revenues of $7.8 million. These amounts were partially offset by an increase
in other expenses as a result of the growth in our business and an increase in
public company costs.

For the six months ended June 30, 2022, net loss attributable to Hippo was
$141.1 million, a decrease of $138.7 million compared to $279.8 million for the
six months ended June 30, 2021. This was primarily driven by a decrease in other
(income) expense of $184.4 million. In the first six months of 2021, we recorded
fair value losses on preferred stock warrants and derivative liability on our
convertible promissory notes of $161.1 million and interest expense of $21.9
million on the convertible promissory notes. These instruments were settled in
the third quarter of 2021. The decrease was also due an increase in revenues of
$15.3 million. These amounts were partially
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offset by an increase in other expenses due to the growth of our
of business and an increase in the costs of public enterprises.

Adjusted EBITDA

We define adjusted Earnings Before Interest, Taxes, Depreciation, and
Amortization ("adjusted EBITDA"), a Non-GAAP financial measure, as net loss
attributable to Hippo excluding interest expense, income tax expense,
depreciation, amortization, stock-based compensation, net investment income,
other non-cash fair market value adjustments, contingent consideration for one
of our acquisitions, and other transactions that we consider to be unique in
nature.

For the three months ended June 30, 2022, adjusted EBITDA loss was $55.8
million, an increase of $13.5 million compared to $42.3 million for the three
months ended June 30, 2021, due primarily to an increase in our loss and loss
adjustment expense due to increasing risk retention and loss participation
clauses in several of our proportional reinsurance treaties, employee-related
costs due to an increase in headcount to support our growth, and an increase in
amortization of deferred direct acquisition costs. These amounts are partially
offset by increase in commission income, net.

For the six months ended June 30, 2022, adjusted EBITDA loss was $104.3 million,
an increase of $26.3 million compared to $78.0 million for the six months ended
June 30, 2021, due primarily to an increase in our loss and loss adjustment
expense due to increasing risk retention and loss participation clauses in
several of our proportional reinsurance treaties, employee-related costs due to
an increase in headcount to support our growth, and an increase in amortization
of deferred direct acquisition costs. These amounts are partially offset by
increase in commission income, net.

The following table provides a reconciliation of the net loss attributable to
Hippo to Adjusted EBITDA for the periods presented (in millions):

                                             Three Months Ended              Six Months Ended
                                                  June 30,                       June 30,
                                              2022            2021          2022          2021

Net loss attributable to Hippo $(73.5) $(84.5) $(141.1) $(279.8)

Adjustments:

      Net investment income                   (1.1)            (0.1)       

(1.5) (0.2)

      Depreciation and amortization            3.5              2.6           7.4           5.1
      Interest expense                           -             11.3        

– 21.9

      Stock-based compensation                15.9              2.8          29.3           5.3
      Fair value adjustments                  (1.4)            24.7        

(2.6) 161.1

      Contingent consideration charge         (0.8)             0.7           2.4           1.3
      Other one-off transactions               1.3                -           1.3           7.0
      Income taxes (benefit) expense           0.3              0.2        
  0.5           0.3

      Adjusted EBITDA                   $    (55.8)         $ (42.3)     $ (104.3)     $  (78.0)


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Gross loss rate

The gross loss ratio, expressed as a percentage, is the ratio of gross losses
and LAE to Gross Earned Premium (in millions).

                                        Three Months Ended            Six Months Ended
                                             June 30,                     June 30,
                                        2022           2021          2022          2021
            Gross Losses and LAE    $   101.0       $ 140.5       $ 192.2       $ 286.2
            Gross Earned Premium        128.8          87.1         248.9         161.5
            Gross Loss Ratio               78  %        161  %         77  %        177  %

The following table provides a reconciliation of the gross loss ratio by named event
Property Claims Services (“PCS”) and Non-PCS Events.

                         Three Months Ended                Six Months Ended
                              June 30,                         June 30,
                          2022             2021            2022            2021
PCS losses                       22  %      99  %                21  %     116  %
Non-PCS losses                   56  %      62  %                56  %      61  %
Gross loss ratio                 78  %     161  %                77  %     177  %


For the three months ended June 30, 2022, our Gross Loss Ratio was 78% compared
with 161% for the three months ended June 30, 2021. This was primarily driven by
a decrease in the impact of PCS catastrophic events as a result of a more mild
catastrophe season relative to the exposure on our book of business.
Incrementally, we released gross reserves of $15.3 million or 12 percentage
points and $13.0 million or 10 percentage points of PCS and non-PCS events,
respectively due to reduced uncertainty in loss and loss adjustment expense on
prior accident years. The decrease was also attributable due to the impact of
Texas winter storm Uri in February 2021, which was 14 percentage points of our
Gross Loss Ratio for the three months ended June 30, 2021.

For the six months ended June 30, 2022, our Gross Loss Ratio was 77% compared
with 177% for the six months ended June 30, 2021. The decrease was due to the
impact of abnormal PCS catastrophic events primarily in the first six months of
2021, including the Texas winter storm Uri in February 2021. The decrease is
also attributable to gross reserve releases of $22.1 million or 9 percentage
points and $29.0 million or 12 percentage points of PCS and non-PCS events,
respectively due to reduced uncertainty on loss and loss adjustment expense on
prior accident years.

Net Loss Ratio

The net loss rate expressed as a percentage is the ratio between net losses and LAE
net earned premium (in millions).

                                       Three Months Ended            Six Months Ended
                                            June 30,                     June 30,
                                       2022           2021          2022          2021
              Net Losses and LAE   $    29.2        $ 21.4       $   51.7       $ 38.7
              Net Earned Premium        11.2          10.2           20.2         19.0
              Net Loss Ratio             261   %       210  %         256  %       204  %


For the three months ended June 30, 2022our net loss ratio was 261% compared to
with 210% for the three months ended June 30, 2021. The increase was due
primarily to an increase in our claims and adjustment expenses due to our
increase risk retention and loss sharing clauses in several of our
proportional reinsurance treaties,

                                       35
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offset by net reserve releases of $3.2 million or 29 percentage points on prior
accident years. Although there was an increase in gross earned premium, net
earned premium did not increase in proportion to gross earned premium due to the
increased cost of XOL premiums for our catastrophic coverage, which resulted in
an increase to our ceded earned premium, and a lower net earned premium.

For the six months ended June 30, 2022, our Net Loss Ratio was 256% compared
with 204% for the six months ended June 30, 2021. The increase was due primarily
to an increase in our loss and loss adjustment expense due to our increasing
risk retention and loss participation clauses in several of our proportional
reinsurance treaties, offset by net reserve releases of $6.0 million or 30
percentage points on prior accident years. Similarly to the three-month period,
the net earned premium for the six-month period also did not increase in
proportion to gross earned premium due to the increased cost of XOL premiums for
our catastrophic coverage, which resulted in an increase to our ceded earned
premium, and a lower net earned premium.
                                       36
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Operating results

The following table presents our consolidated results of operations for
the periods presented (in millions of dollars):

                                                 Three Months Ended                                                     Six Months Ended
                                                      June 30,                                                              June 30,
                                                2022                2021            Change      % Change             2022              2021             Change      % Change
Revenue:
Net earned premium                        $     11.2             $  10.2          $   1.0             10  %       $   20.2          $   19.0          $   1.2              6  %
Commission income, net                          12.9                 6.5              6.4             98  %           24.4              11.6             12.8            110  %
Service and fee income                           3.5                 4.1             (0.6)           (15) %            7.1               7.1                -              -  %
Net investment income                            1.1                 0.1              1.0           1000  %            1.5               0.2              1.3            650  %
Total revenue                                   28.7                20.9              7.8             37  %           53.2              37.9             15.3             40  %
Expenses:
Losses and loss adjustment expenses             29.2                21.4              7.8             36  %           51.7              38.7             13.0             34  %
Insurance related expenses                      17.4                 8.5              8.9            105  %           30.6              16.0             14.6             91  %
Technology and development                      16.5                 7.5              9.0            120  %           31.2              14.5             16.7            115  %
Sales and marketing                             19.4                22.2             (2.8)           (13) %           44.3              46.9             (2.6)            (6) %
General and administrative                      18.2                 8.8              9.4            107  %           34.7              17.1             17.6            103  %
Interest and other (income) expense             (0.3)               36.0            (36.3)          (101) %           (1.3)            183.1           (184.4)          (101) %

Total expenses                                 100.4               104.4             (4.0)            (4) %          191.2             316.3           (125.1)           (40) %
Loss before income taxes                       (71.7)              (83.5)            11.8            (14) %         (138.0)           (278.4)           140.4            (50) %
Income tax expense                               0.3                 0.2              0.1             50  %            0.5               0.3              0.2             67  %
Net loss                                       (72.0)              (83.7)            11.7            (14) %         (138.5)           (278.7)           140.2            (50) %

Net income attributable to noncontrolling
interests, net of tax                            1.5                 0.8              0.7             88  %            2.6               1.1              1.5            136  %
Net loss attributable to Hippo            $    (73.5)            $ (84.5)         $  11.0            (13) %       $ (141.1)         $ (279.8)         $ 138.7            (50) %
Other comprehensive income:
Change in net unrealized gain on
available-for-sale securities, net of tax       (1.6)                0.3             (1.9)          (633) %           (4.2)             (0.3)            (3.9)          1300  %
Comprehensive loss attributable to Hippo  $    (75.1)            $ (84.2)         $   9.1            (11) %       $ (145.3)         $ (280.1)         $ 134.8            (48) %



                                       37
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Comparison of three and six month periods ended June 30, 2022 and 2021

Net Earned Premium

For the three months ended June 30, 2022, net earned premium was $11.2 million,
an increase of $1.0 million compared to $10.2 million for the three months ended
June 30, 2021. For the six months ended June 30, 2022, net earned premium was
$20.2 million, an increase of $1.2 million compared to $19.0 million for the six
months ended June 30, 2021. The three and six month increases were due primarily
to increases in gross earned premium due to year-over-year growth of our total
book of business, offset by an increased cost of XOL premiums for our
catastrophic coverage. This results in an increase in ceded earned premium,
which results in a lower net earned premium. XOL is purchased to cover events in
excess of per occurrence limits based on the expected growth in exposure during
the year. An amount of $5.3 million and $3.1 million was offset against earned
premium for XOL for the three months ended June 30, 2022 and 2021, respectively.
For the six months ended June 30, 2022 and 2021, $11.1 million and $6.4 million
was offset against earned premium for XOL, respectively.

The following table presents gross written premium, ceded written premium, net
written premium, change in unearned premium, and net earned premium for the
three and six months ended months ended June 30, 2022 and 2021 (in millions).

                                     Three Months Ended                          Six Months Ended
                                          June 30,                                   June 30,
                                      2022            2021        Change        2022          2021        Change
  Gross written premium         $    161.8          $ 128.6      $ 33.2      $   278.9      $ 227.7      $ 51.2
  Ceded written premium              147.2            116.4        30.8          263.6        208.4        55.2
  Net written premium                 14.6             12.2         2.4           15.3         19.3        (4.0)
  Change in unearned premium          (3.4)            (2.0)       (1.4)           4.9         (0.3)        5.2
  Net earned premium            $     11.2          $  10.2      $  1.0      $    20.2      $  19.0      $  1.2


Commission Income, Net

For the three months ended June 30, 2022, commission income was $12.9 million,
an increase of $6.4 million, or 98%, compared to $6.5 million for the three
months ended June 30, 2021. The increase was due primarily to increased ceding
commissions, including fronting fees, of $5.8 million, which grew due to the
year-over-year growth of our total book of business, net of variable commission
provisions.

For the six months ended June 30, 2022, commission income was $24.4 million, an
increase of $12.8 million, or 110%, compared to $11.6 million for the six months
ended June 30, 2021. The increase was due primarily to increased ceding
commissions, including fronting fees, of $11.9 million, which grew due to the
year-over-year growth of our total book of business, net of variable commission
provisions.

Service and Fee Income

For the three months ended June 30, 2022, service and fee income was $3.5
million, a decrease of $0.6 million, or 15%, compared to $4.1 million for the
three months ended June 30, 2021. The decrease was due primarily to a decrease
in fee income as we strengthen our underwriting thresholds and a higher
percentage of our new policies meet these thresholds, which do not require
inspections.

For the two months ended June 30, 2022 and June 30, 2021service and fees
the income was $7.1 million.

Net Investment Income

For the three months ended June 30, 2022, net investment income was $1.1
million, an increase of $1.0 million, compared to $0.1 million for the three
months ended June 30, 2021. The increase was due primarily to an increase in our
investment balances from the cash proceeds received upon the completion of the
Business
                                       38
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Combination in August 2021, as well as an increase in yields. We are mainly
invested in corporate securities, residential mortgage-backed securities and
other fixed-maturity securities issued by the WE government and agencies.

For the six months ended June 30, 2022, net investment income was $1.5 million,
an increase of $1.3 million, compared to $0.2 million for the six months ended
June 30, 2021. The increase was due primarily to an increase in our investment
balances from the cash proceeds received upon the completion of the Business
Combination in August 2021, along with an increase in yields. We are mainly
invested in corporate securities, residential mortgage-backed securities, and
other fixed maturities securities issued by the U.S. government and agencies.

Claims and claims adjustment expenses

For the three months ended June 30, 2022, loss and loss adjustment expenses were
$29.2 million, an increase of $7.8 million, compared to $21.4 million for the
three months ended June 30, 2021. The increase was due primarily to an increase
in loss participation features of $11.3 million and an increase in
employee-related expenses of $1.8 million for our claims processing department,
including an increase in stock-based compensation of $0.9 million, driven by an
increase in headcount to support our growth. This was offset by a net reserve
release of $3.2 million relating to prior accident years. The remaining offset
was primarily attributed to improved loss experience.

For the six months ended June 30, 2022, loss and loss adjustment expenses were
$51.7 million, an increase of $13.0 million, compared to $38.7 million for the
six months ended June 30, 2021. The increase was due primarily to an increase in
loss participation features of $19.4 million and an increase in employee-related
expenses of $3.8 million for our claims processing department, including an
increase in stock-based compensation of $1.5 million, driven by an increase in
headcount to support our growth. This was offset by a net reserve release of
$6.0 million relating to prior accident years. The remaining offset was
primarily attributed to improved loss experience.

Insurance expenses

For the three months ended June 30, 2022, insurance related expenses were $17.4
million, an increase of $8.9 million, or 105%, compared to $8.5 million for the
three months ended June 30, 2021. The increase was due primarily to an increase
in amortization of deferred direct acquisition costs of $5.8 million, an
increase in employee-related expenses of $1.4 million, including an increase in
stock-based compensation of $1.2 million, driven by an increase in headcount to
support our growth, and an increase in amortization expense attributable to
capitalized internal use software of $1.0 million.

For the six months ended June 30, 2022, insurance related expenses were $30.6
million, an increase of $14.6 million or 91%, compared to $16.0 million, for the
six months ended June 30, 2021. The increase was due primarily to an increase in
amortization of deferred direct acquisition costs of $8.8 million, an increase
in employee-related expenses of $2.9 million, including an increase in
stock-based compensation of $2.4 million, driven by an increase in headcount to
support our growth, and an increase in amortization expense attributable to
capitalized internal use software of $1.8 million.

The main components of insurance-related expenses are listed below (in
millions):

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                                                      Three Months Ended                               Six Months Ended
                                                           June 30,                                        June 30,
                                                    2022               2021                         2022                2021
Amortization of deferred direct acquisition
costs, net                                     $       7.2          $    1.3                   $    11.8             $    3.0
Employee-related costs                                 3.1               1.7                         5.9                  3.0
Underwriting costs                                     2.1               2.0                         4.1                  3.6
Amortization of capitalized internal use
software                                               2.1               1.1                         3.9                  2.1
Other                                                  2.9               2.4                         4.9                  4.3
Total                                          $      17.4          $    8.5                   $    30.6             $   16.0



Direct acquisition costs were $16.3 million and $30.5 million for the three and
six months ended June 30, 2022, of which $9.1 million and $18.7 million were
offset by ceding commission income.

Direct acquisition costs were $6.6 million and $10.9 million for the three and
six months completed June 30, 2021whose $5.3 million and $7.9 million has been
offset by the sale of commission income.

Technology and development expenses

For the three months ended June 30, 2022, technology and development expenses
were $16.5 million, an increase of $9.0 million, or 120%, compared to $7.5
million for the three months ended June 30, 2021. The increase was due primarily
to an increase in employee-related costs of $7.7 million, including an increase
in stock-based compensation of $5.3 million, driven by an increase in headcount
to support our long-term product roadmap and business growth.

For the six months ended June 30, 2022, technology and development expenses were
$31.2 million, an increase of $16.7 million, or 115%, compared to $14.5 million
for the six months ended June 30, 2021. The increase was due primarily to an
increase in employee-related costs of $14.5 million, including an increase in
stock-based compensation of $10.1 million, driven by an increase in headcount to
support our long-term product roadmap and business growth.

Sales and marketing expenses

For the three months ended June 30, 2022, sales and marketing expenses were
$19.4 million, a decrease of $2.8 million, or 13%, compared to $22.2 million for
the three months ended June 30, 2021. The decrease was due primarily to a
decrease in advertising costs of $5.4 million and a decrease due to the change
in fair value of contingent consideration of $1.5 million. These amounts were
partially offset by an increase in employee-related expenses of $3.4 million,
including an increase in stock-based compensation of $1.9 million, driven by an
increase in headcount to support our growth, and an increase in facilities and
IT costs of $0.7 million.

For the six months ended June 30, 2022, sales and marketing expenses were $44.3
million, an decrease of $2.6 million, or 6%, compared to $46.9 million for the
six months ended June 30, 2021. The decrease was due primarily to a decrease in
service fees of $7.0 million related to the issuance of a convertible promissory
note in the first quarter of 2021 and a decrease in advertising costs of $5.0
million. These amounts were partially offset by an increase in employee-related
expenses of $6.8 million, including an increase in stock-based compensation of
$3.3 million, driven by an increase in headcount to support our growth, an
increase due to the change in fair value of contingent consideration of $1.1
million, and an increase in facilities and IT costs of $1.6 million.

General and administrative expenses

For the three months ended June 30, 2022, general and administrative expenses
were $18.2 million, an increase of $9.4 million, or 107%, compared to $8.8
million for the three months ended June 30, 2021. The increase was due primarily
to an increase in employee-related expenses of $6.0 million, including an
increase in stock-based compensation of $3.8 million, driven by an increase in
headcount to support our growth. There was also an increase
                                       40
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in the cost of insurance for the company and the directors and officers of $1.8 million Related
to the increased cost of public enterprise requirements.

For the six months ended June 30, 2022, general and administrative expenses were
$34.7 million, an increase of $17.6 million, or 103%, compared to $17.1 million
for the six months ended June 30, 2021. The increase was due primarily to an
increase in employee-related expenses of $10.8 million, including an increase in
stock-based compensation of $6.7 million, driven by an increase in headcount to
support our growth. There was also an increase in corporate and directors and
officers insurance costs of $3.6 million related to the increased cost of public
company requirements.

Interest and other (income) expenses

For the three months ended June 30, 2022, other income was $0.3 million, an
increase of $36.3 million compared to an expense of $36.0 million for the three
months ended June 30, 2021. The increase was due primarily to fair value losses
on preferred stock warrants and the derivative liability on our convertible
promissory notes of $24.7 million and interest expense of $11.3 million on the
convertible promissory notes, recorded in the second quarter of 2021. These
instruments were settled in the third quarter of 2021. In the second quarter of
2022, we recorded a gain on the change in fair value of our outstanding warrants
of $1.4 million.

For the six months ended June 30, 2022, other income was $1.3 million, an
increase of $184.4 million compared to an expense of $183.1 million for the six
months ended June 30, 2021. The increase was due primarily to fair value losses
on preferred stock warrants and the derivative liability on our convertible
promissory notes of $161.1 million and interest expense of $21.9 million on the
convertible promissory notes, recorded in the first six months of 2021. These
instruments were settled in the third quarter of 2021. In the first six months
of 2022 we recorded a gain on the change in fair value of our outstanding
warrants of $2.6 million.

Income taxes

For the three months ended June 30, 2022the income tax expense was $0.3 million,
an augmentation of $0.1 millioncompared to an expense of $0.2 million for the
three months completed June 30, 2021.

For the six months ended June 30, 2022, income tax expense was $0.5 million, an
increase of $0.2 million, compared to an expense of $0.3 million for the six
months ended June 30, 2021.

Cash and capital resources

Sources of liquidity

In August 2021, we completed the Business Combination. In connection with this
transaction, we received net proceeds of approximately $450 million. We also
received proceeds of $29.0 million from the exercise of preferred stock warrants
immediately prior to the Business Combination.

Our existing sources of liquidity include cash and cash equivalents and
marketable securities. As of June 30, 2022, we had $324.5 million of cash and
restricted cash and $454.3 million of available-for-sale fixed income securities
and short term investments.

In addition, we are a member of the Federal Home Loan Bank (FHLB) of New York,
which provides secured borrowing capacity. Our borrowing capacity as of June 30,
2022, is $13.5 million, and there were no outstanding amounts under this
agreement.

To date, we have funded operations primarily with issuances of convertible
preferred stock, convertible promissory notes, and from net proceeds from a
private placement transaction in connection with the Business Combination, the
Business Combination, and revenue. Until we can generate sufficient revenue and
other income to cover operating expenses, working capital and capital
expenditures, we expect the funds raised as discussed above to fund our cash
needs. Our capital requirements depend on many factors, including the volume of
issuances of
                                       41
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insurance policies, the timing and extent of spending to support research and
development efforts, investments in information technology systems, and the
expansion of sales and marketing activities. In the future, we may raise
additional funds through the issuance of debt or equity securities or through
borrowing. We cannot assure that such funds will be available on favorable
terms, or at all.

Cash flow summary

The following table summarizes our cash flows for the periods presented (in
millions):

                                                   Six Months Ended
                                                       June 30,
                                                  2022          2021         Change
           Net cash provided by (used in):
           Operating activities                $   (88.4)     $ (69.2)    

$(19.2)

           Investing activities                $  (403.2)     $ (10.2)     

$(393.0)

           Financing activities                $    (2.6)     $  (2.8)     $    0.2


Operating Activities

Cash used in operating activities was $88.4 million for the six months ended
June 30, 2022, an increase of $19.2 million, from $69.2 million for the six
months ended June 30, 2021. This increase was due primarily to increased
payments associated with higher expenses, primarily related loss and loss
adjustment expenses as a result of the growth in our business in which we retain
more risk and employee related costs due to an increase in headcount to support
our growth. These amounts were partially offset by an increase in cash collected
associated with increased revenues and changes in our operating assets and
liabilities.

Investing activities

Cash used in investing activities was $403.2 million for the six months ended
June 30, 2022mainly due to purchases of marketable securities.

Cash used in investing activities was $10.2 million for the six months ended
June 30, 2021, due primarily to purchases of intangible assets and investment
securities, partially offset by maturities and sales of investment securities.

Fundraising activities

Cash used in financing activities was $2.6 million for the six months ended June
30, 2022, primarily driven by taxes paid related to net share settlement of RSUs
and payments of contingent consideration, partially offset by proceeds from
common stock issuances.

Cash provided by financing activities was $2.8 million for the six months ended
June 30, 2021, which consisted primarily of payments of contingent consideration
and transaction related costs, partially offset by proceeds from common stock
issuances.

Material Cash Requirements

Our material cash requirements from known contractual and other obligations
primarily relate to purchase commitments, lease payments, and unpaid loss and
loss adjustment expense. There have been no material changes to our contractual
obligations from those described in the Annual Report on Form 10-K for the year
ended December 31, 2021, other than an increase in Unpaid Loss and Loss
Adjustment Expense, certain operating leases as disclosed in Note 13 of the
consolidated financial statements, or the agreement to purchase office space as
noted below. The estimation of the unpaid losses and loss adjustment expenses is
based on various complex and subjective judgments. Actual losses paid may
differ, perhaps significantly, from the reserve estimates reflected in our
consolidated
                                       42
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financial statements. Similarly, the timing of payment of our estimated losses
is not fixed and there may be significant changes in actual payment activity.
The assumptions used in estimating the likely payments due by period are based
on our historical claims payment experience and industry payment patterns, but
due to the inherent uncertainty in the process of estimating the timing of such
payments, there is a risk that the amounts paid can be significantly different
from the amounts disclosed.

On February 24, 2022, Spinnaker, a wholly owned subsidiary of Hippo Holdings
Inc., entered into a Purchase and Sale Agreement (the "Purchase Agreement") with
Elevate Sabine Investors LP (the "Seller"). The Purchase Agreement was amended
effective March 24, 2022 (the "Amendment" and, together with the Purchase
Agreement, the "Agreement"). Pursuant to the Agreement, Spinnaker will purchase
from the Seller certain real property, improvements and personal property
located at 701 E. 5th Street, Austin, Texas 78701, as well as Seller's interest
in and to certain leases and other agreements, licenses, permits and approvals
as set forth in the Agreement (together, the "Property"). The Property will be
used as office space for employees of Hippo Holdings Inc. and affiliated
companies.

Subject to certain prorations and adjustments as provided for in the Agreement,
the purchase price for the Property will be approximately $30.0 million in cash
due at closing. Spinnaker deposited $2.0 million into escrow in February 2022.
The Agreement was terminable by Spinnaker in Spinnaker's sole discretion and
without cause until April 21, 2022. The Agreement contains customary
representations and warranties, covenants, closing conditions and termination
provisions.

Hippo Analytics Inc., an affiliate of Hippo Holdings Inc., is currently party to
a lease agreement with the Seller to occupy a portion of the Property once it is
fully built and ready to occupy. The future minimum rental payments for the
leased space total $11.7 million.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with GAAP. The preparation of our financial statements
requires us to make estimates and judgments that affect the reported amounts in
our condensed consolidated financial statements. We evaluate our estimates on an
on-going basis, including those related to our revenue, loss and loss adjustment
expense reserve, recoverability of our net deferred tax asset, goodwill and
intangible assets, business combinations, fair value of common stock, valuation
of embedded derivatives, and redeemable convertible preferred stock warrant
liability. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities. Although actual results have historically been
reasonably consistent with management's expectations, the actual results may
differ from these estimates or our estimates may be affected by different
assumptions or conditions.

Recent accounting pronouncements

The information set forth under Note 1 to the consolidated financial statements
under the caption "Description of Business and Summary of Significant Accounting
Policies" is incorporated herein by reference.

Emerging Growth Company Status

We currently qualify as an "emerging growth company" under the JOBS Act.
Accordingly, we are provided the option to adopt new or revised accounting
guidance either (1) within the same periods as those otherwise applicable to
non-emerging growth companies or (2) within the same time periods as private
companies.

We have elected to adopt new or revised accounting guidance within the same time
period as private companies, unless management determines that it is preferable
to take advantage of early adoption provisions offered within the applicable
guidance. Our utilization of these transition periods may make it difficult to
compare our financial statements to those of non-emerging growth companies and
other emerging growth companies that have opted out of the transition periods
afforded under the JOBS Act.
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